ISS and Glass Lewis each recommended that shareholders support the slate of nominees made by Cracker Barrel's board. Cracker Barrel, based in Lebanon, Tenn., on Monday announced the two companies' recommendations.

Biglari Holdings controls more than 17 percent of Cracker Barrel's shares, a $260 million investment. Biglari has been unhappy with the restaurant and retail chain's performance and has criticized its expansion strategy.

Cracker Barrel doesn't want Biglari or Cooley, a Trinity University business administration professor, on its board because of concerns about potential conflicts of interest, given their roles with Biglari Holdings' subsidiary Steak 'n Shake.

Biglari lost a similar proxy fight last year, but he received the support of Glass Lewis. At the time, Glass Lewis noted his “track record of engineering an operational turnaround at Steak 'n Shake and enhancing shareholder value.”

This time, though, Glass Lewis said recent changes have “decisively improved performance for Cracker Barrel, despite Biglari's assertions to the contrary.”

ISS and Glass Lewis contend that Biglari Holdings has failed to present a compelling case to warrant a change in Cracker Barrel's board.

Glass Lewis found that “Biglari fails to express a clear and cogent strategy to actually improve (Cracker Barrel's) margins or store-level operations.”

Major institutional investment firms, mutual funds and others consider recommendations made by proxy advisory services such as ISS and Glass Lewis.

ISS and Glass Lewis differed on Cracker Barrel stockholders ratifying a shareholder rights plan. Otherwise known as a “poison pill,” the plan is “designed to prevent Mr. Biglari from taking creeping control of Cracker Barrel without paying a premium to all shareholders,” Cracker Barrel President and CEO Sandra B. Cochran said in the announcement.

Biglari has denied any intent to take control of Cracker Barrel. A Biglari Holdings official didn't immediately respond to a request for comment.

ISS and Glass Lewis were critical of Biglari challenging the credentials of James W. Bradford, whom Cracker Barrel nominated to be its chairman. The company said he previously served as president and CEO of a New York Stock Exchange-listed company, when, in fact, the company went private four years before he took the helm. Cracker Barrel said the error was a “misunderstanding.”